Sec Form 4 Filing - AMERICAN INTERNATIONAL GROUP INC @ ClearBridge Energy MLP Fund Inc. - 2016-02-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AMERICAN INTERNATIONAL GROUP INC
2. Issuer Name and Ticker or Trading Symbol
ClearBridge Energy MLP Fund Inc. [ CEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
175 WATER STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2016
(Street)
NEW YORK, NY10038
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series F Mandatory Redeemable Preferred Stock 02/12/2016 J( 1 ) 116 D $ 102,000 44 I Held through subsidiaries ( 2 )
Series G Mandatory Redeemable Preferred Stock 02/12/2016 J( 1 ) 218 D $ 102,000 82 I Held through subsidiaries ( 3 )
3.46% Senior Secured Notes Series I due 6/11/2025 02/12/2016 J( 1 ) 576,419.22 D $ 587,947.6 $ 2,423,580.78 I Held through subsidiaries ( 4 )
3.56% Senior Secured Notes Series J due 6/11/2027 02/12/2016 J( 1 ) 1,537,117.9 D $ 1,567,860.26 $ 6,462,882.1 I Held through subsidiaries ( 5 )
3.76% Senior Secured Notes Series K due 6/11/2030 02/12/2016 J( 1 ) 2,113,537.12 D $ 2,155,807.86 $ 8,886,462.88 I Held through subsidiaries ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMERICAN INTERNATIONAL GROUP INC
175 WATER STREET
NEW YORK, NY10038
See Remarks
AMERICAN GENERAL LIFE INSURANCE CO
2727-A ALLEN PARKWAY
HOUSTON, TX77019
See Remarks
Signatures
/s/ Geoffrey N. Cornell, Authorized Signatory of American International Group, Inc. 04/28/2017
Signature of Reporting Person Date
/s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company 04/28/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 102.0% of the face value of the redeemed securities.
( 2 )American General Life Insurance Company ("AGLIC"), Lexington Insurance Company ("Lexington"), and The United States Life Insurance Company in the City of New York ("USLIC"), each an indirect wholly owned subsidiary of American International Group, Inc. ("AIG") directly hold 1 share, 14 shares and 29 shares, respectively, of the Series F Mandatory Redeemable Preferred Stock (the "Series F MRPS").On July 11, 2016, as part of an exchange of securities baskets, United Guaranty Residential Insurance Company ("UGRIC"), a former indirect wholly owned subsidiary of AIG, transferred 1 share of the Series F MRPS to AGLIC. AIG is an indirect beneficial owner of the Series F MRPS.
( 3 )AGLIC and Lexington directly hold 56 shares and 26 shares, respectively, of the Series G Mandatory Redeemable Preferred Stock (the "Series G MRPS"). On July 11, 2016, as part of an exchange of securities baskets, UGRIC transferred 1 share of the Series G MRPS to AGLIC. AIG is an indirect beneficial owner of the Series G MRPS.
( 4 )AGLIC and The Variable Annuity Life Insurance Company ("VALIC"), also an indirect wholly owned subsidiary of AIG, directly hold $1,615,720.52 principal amount and $807,860.26 principal amount, respectively, of the 3.46% Senior Secured Notes, Series I, due June 11, 2025 (the "Series I Notes"). AIG is an indirect beneficial owner of the Series I Notes.
( 5 )AGLIC directly holds $6,462,882.10 principal amount of the 3.56% Senior Secured Notes, Series J, due June 11, 2027 (the "Series J Notes"). On January 24, 2017, in connection with a basket transaction, Lexington transferred $2,100,436.68 principal amount of the Series J Notes to AGLIC for a total cash consideration of $2,008,124.82. AIG is an indirect beneficial owner of the Series J Notes.
( 6 )AGLIC and USLIC directly hold $5,978,165.94 principal amount and $2,908,296.94 principal amount, respectively, of the 3.76% Senior Secured Notes, Series K, due June 11, 2030 (the "Series K Notes"). AIG is an indirect beneficial owner of the Series K Notes.

Remarks:
Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

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